Transcription of MetLife, Inc.
1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION. Washington, 20549. _____. Form 10-K. (Mark One). ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.. For the fiscal year ended December 31, 2021. or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.. For the transition period from to Commission file number: 001-15787. MetLife, Inc. (Exact name of registrant as specified in its charter). Delaware 13-4075851. (State or other jurisdiction of ( Employer incorporation or organization) Identification No.). 200 Park Avenue, New York, NY 10166-0188. (Address of principal executive offices) (Zip Code). (212) 578-9500. (Registrant's telephone number, including area code). Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $ MET New York Stock Exchange Floating Rate Non-Cumulative Preferred Stock, Series A, par value $ MET PRA New York Stock Exchange Depositary Shares each representing a 1/1,000th interest in a share of MET PRE New York Stock Exchange Non-Cumulative Preferred Stock, Series E.
2 Depositary Shares, each representing a 1/1,000th interest in a share of MET PRF New York Stock Exchange Non-Cumulative Preferred Stock, Series F. Securities registered pursuant to Section 12(g) of the Act: Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D, par value $ Fixed Rate Reset Non-Cumulative Preferred Stock, Series G, par value $ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No . Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No . Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No . Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
3 Yes No . Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, . accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company . Emerging growth company . If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a). of the Exchange Act.. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.
4 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No . The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at June 30, 2021 was approximately $ billion. At February 11, 2022, 825,078,244 shares of the registrant's common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE. Part III of this Form 10-K incorporates by reference certain information from the registrant's definitive proxy statement for the Annual Meeting of Shareholders to be held on June 21, 2022, to be filed by the registrant with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the year ended December 31, 2021. Table of Contents Page Part I. Item 1. Business 4. Item 1A. Risk Factors 32. Item 1B. Unresolved Staff Comments 47. Item 2. Properties 47. Item 3. Legal Proceedings 47. Item 4. Mine Safety Disclosures 47. Part II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 48.
5 Item 6. Reserved 50. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 51. Item 7A. Quantitative and Qualitative Disclosures About Market Risk 141. Item 8. Financial Statements and Supplementary Data 149. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 324. Item 9A. Controls and Procedures 324. Item 9B. Other Information 326. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 326. Part III. Item 10. Directors, Executive Officers and Corporate Governance 326. Item 11. Executive Compensation 326. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 326. Item 13. Certain Relationships and Related Transactions, and Director Independence 329. Item 14. Principal Accountant Fees and Services 329. Part IV. Item 15. Exhibits and Financial Statement Schedules 330. Item 16. Form 10-K Summary 330. Exhibit Index 331. Signatures 341.
6 Table of Contents As used in this Form 10-K, MetLife, the Company, we, our and us refer to MetLife, Inc., a Delaware corporation incorporated in 1999, its subsidiaries and affiliates. Note Regarding Forward-Looking Statements This Annual Report on Form 10 K, including Management's Discussion and Analysis of Financial Condition and Results of Operations, may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events and do not relate strictly to historical or current facts. They use words and terms such as anticipate, assume, believe, continue, could, estimate, expect, if, intend, likely, may, plan, potential, project, should, will, . would and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in all derivative forms.
7 They include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, future sales efforts, future expenses, the outcome of contingencies such as legal proceedings, and future trends in operations and financial results. Many factors determine Company results, and they involve unpredictable risks and uncertainties. Our forward-looking statements depend on our assumptions, our expectations, and our understanding of the economic environment, but they may be inaccurate and may change. We do not guarantee any future performance. Our results could differ materially from those we express or imply in forward-looking statements. The risks, uncertainties and other factors, including those relating to the COVID-19 pandemic, identified in MetLife, Inc.'s filings with the Securities and Exchange Commission, and others, may cause such differences. These factors include: (1) economic condition difficulties, including risks relating to public health, interest rates, credit spreads, equity, real estate, obligors and counterparties, currency exchange rates, derivatives, and terrorism and security.
8 (2) global capital and credit market adversity;. (3) credit facility inaccessibility;. (4) financial strength or credit ratings downgrades;. (5) unavailability, unaffordability, or inadequate reinsurance;. (6) statutory life insurance reserve financing costs or limited market capacity;. (7) legal, regulatory, and supervisory and enforcement policy changes;. (8) changes in tax rates, tax laws or interpretations;. (9) litigation and regulatory investigations;. (10) London Interbank Offered Rate discontinuation and transition to alternative reference rates;. (11) unsuccessful efforts to meet all environmental, social, and governance standards or to enhance our sustainability;. (12) MetLife, Inc.'s inability to pay dividends and repurchase common stock;. (13) MetLife, Inc.'s subsidiaries' inability to pay it dividends;. (14) investment defaults, downgrades, or volatility;. (15) investment sales or lending difficulties;. (16) collateral or derivative-related payments;. (17) investment valuations, allowances, or impairments changes.
9 (18) claims or other results that differ from our estimates, assumptions, or models;. (19) global political, legal, or operational risks;. (20) business competition;. (21) technological changes;. (22) catastrophes;. (23) climate changes or responses to it;. 2. Table of Contents (24) deficiencies in our closed block;. (25) goodwill or other asset impairment, or deferred income tax asset allowance;. (26) acceleration of amortization of deferred policy acquisition costs, deferred sales inducements, value of business acquired, value of distribution agreements acquired or value of customer relationships acquired;. (27) product guarantee volatility, costs, and counterparty risks;. (28) risk management failures;. (29) insufficient protection from operational risks;. (30) failure to protect confidentiality and integrity of data or other cybersecurity or disaster recovery failures;. (31) accounting standards changes;. (32) excessive risk-taking;. (33) marketing and distribution difficulties.
10 (34) pension and other postretirement benefit assumption changes;. (35) inability to protect our intellectual property or avoid infringement claims;. (36) acquisition, integration, growth, disposition, or reorganization difficulties;. (37) Brighthouse Financial, Inc. separation risks;. (38) MetLife, Inc.'s Board of Directors influence over the outcome of stockholder votes through the voting provisions of the MetLife Policyholder Trust; and (39) legal- and corporate governance-related effects on business combinations. The Company will not publicly correct or update any forward-looking statements if we believe we are not likely to achieve them or for any other reasons. Please consult any further disclosures MetLife, Inc. makes on related subjects in subsequent reports to the Securities and Exchange Commission. Note Regarding Reliance on Statements in Our Contracts See Exhibit Index Note Regarding Reliance on Statements in Our Contracts for information regarding agreements included as exhibits to this Annual Report on Form 10-K.